TU 21.03.14 Item 2.1.1

TEESSIDE UNIVERSITY

BOARD OF GOVERNORS

The Annual General Meeting of the Board of Governors was held on

15 November 2013.

Present: Mr S Anderson (Chair) Mr R Bloom

Mr P Booth Ms A Clark-Jenkins

Mr R Cuffe Mr D Eagle

Professor T Hart Mr D Heaton Professor G Henderson Mr J Hogg

Mr J G Irwin Ms S Khan

Ms S Kiddle Mr A MacColl

Ms L Percy Mr J Pinkney

Dr M Simpson Mrs A Skelton

Mrs A Thain

Apologies: Mr C Fleetwood Ms S Kiddle

Mr K Robinson Dr M Simpson

Officers: Professor C Hardcastle Professor L Holey

Professor E Martin Mr M Page

Mr M White

UT 2710 APPOINTMENT OF CHAIR AND VICE-CHAIR

It was NOTED:

1. That the Commissioner (Ms S Kiddle) had spoken to all Governors with regard to the election of Chair and Vice-Chair of the Board.

2. That the Clerk to the Board, on behalf of the Commissioner, is in a position make a recommendation to Board Members.

It was AGREED:

3 To appoint Mr Alastair MacColl as Chair of the Board for a period of four years commencing on 17 January 2014.

4 To appoint Mr Paul Booth as Deputy Chair of the Board for a period of four years commencing on 17 January 2014.


UT 2711 ANNUAL REPORTS AND ACCOUNTS (SUBSIDIARY

COMPANIES) 2012-2013

It was NOTED:

1.  That the Statement of Accounts of the University’s Subsidiary Companies, and the associated Directors’ Reports relating to the financial year 2012-13, had been approved by the respective Boards of Directors and circulated to all University Governors.

2.  That the Audit Committee of 30 October 2013 had accepted these Statements and Directors’ Reports as an appropriate basis for completion of the University’s accounts for the period from 1 August 2012 to 31 July 2013.

3.  That the Audit Committee had noted that TEESDENT had been prepared on a basis other than a going concern as the Company will cease to trade on 1 April 2014.

It was AGREED:

4. To accept the 2012-13 Statements of Accounts of the following subsidiary companies as an appropriate basis for the completion of the University’s Annual Accounts:

5.1University of Teesside Enterprises Ltd (UTEL)

5.2 Teesside Educational Services for Nursing and Allied Professions Ltd (TEESNAP)

5.3 TEESDENT Ltd

UT 2712 REPORT FROM AUDIT COMMITTEE (30 October 2013)

It was NOTED:

1.  That the Audit Committee, at its meeting of 30 October 2013, had accepted the annual Internal Audit Report, the annual Value for Money Report and the annual Risk Management Assurance Report.

2. That the Committee had undertaken a detailed review of the accounts and financial statements of the University and its subsidiary companies, and agreed to ask the Board to endorse the Financial Statements as drafted by External Audit, and to ask the Board to approve the Statement of Internal Control included in the Governors’ Report and Financial Statement 2012-13.

4. That the Committee had noted that the Governors Annual Conference will consider proposed revisions to the Risk Register.

5. That the Committee had considered the annual report on investigations considered by the Fraud Panel, in accordance with the University’s Anti-Fraud and Corruption Policy.

6. That the Committee had noted that an advertisement and tender has been placed for a partnership lease for the Dental Practice.

UT 2713 AUDIT COMMITTEE’S ANNUAL REPORT TO THE HEFCE

It was NOTED:

1.  That the Audit Committee had presented its annual report to the Board of Governors and the Vice-Chancellor, prior to submission to the HEFCE.

2.  That the Audit Report outlines the basis for the Committee’s decision that it is satisfied that the University is properly financially managed, has effective internal control and management systems, has effective risk management control and governance arrangements, has satisfactory arrangements to promote the economy, efficiency and effectiveness of the University’s activities, and has satisfactory arrangements for the management and quality assurance of data submitted to HESA, HEFCE and other funding bodies.

It was AGREED:

3.  To endorse the Audit Committee’s Annual Report as appropriate for submission by the Secretary of the Audit Committee to the HEFCE.

UT 2714 VICE-CHANCELLOR’S ANNUAL ASSURANCE RETURN

It was NOTED:

1.  That the Vice-Chancellor had provided Members with his draft Annual Assurance Return to the HEFCE, confirming that the institution had met its objectives to the HEFCE under the Financial Memorandum, and that the Institution is complying with its duties as a Charity.

It was AGREED:

2. To endorse the draft Annual Assurance Return as appropriate for submission by the Vice-Chancellor to the HEFCE.


UT 2715 ANNUAL SUSTAINABILITY ASSURANCE RETURN

It was NOTED:

1. That, as a pilot exercise, the University is asked to submit, to the HEFCE, a statement confirming that the Board uses a range of performance indicators to monitor sustainability.

2. That, the Board has also been asked to state the 5-year Margin for Sustainability and Investment (MSI).

3. That the Resources Committee has recommended the pro- forma response to the Board.

It was AGREED:

4. To submit the Annual Sustainability Assurance Report to the HEFCE.

UT 2716 COMMENTARY FROM EXTERNAL AUDITORS ON THE 2013 AUDIT

It was NOTED:

1. That the Audit Committee, at its meeting of 30 October 2013, had received the “Final Report” on the 2013 Audit from Deloittes.

2. That the Auditors had not identified any material mis-statements or disclosure deficiencies.

3. That one “medium priority control” observation has been noted relating to employee data used to calculate pension obligations and that the management response has been agreed.

5. That the Auditors concluded that the overall control environment of the University is well-maintained.

It was AGREED:

6. To accept the “Key Findings” of the External Auditors.


UT 2717 GOVERNORS REPORTS AND FINANCIAL STATEMENTS

2012-2013:

It was NOTED:

1.  That the Audit Committee recommended endorsement by the Board of the draft Statement of Accounts for the period from

1 August 2012 to 31 July 2013; approval of the associated Statements, including those on Corporate Governance and Internal Control; acceptance of the Independent Auditor’s Report; and approval of the draft Letter of Representation submitted by Deloitte LLP.

2. That the Consolidated Financial Statements had also been considered by the Resources Committee on 6 November 2013.

3. That, additionally, the Audit Committee had been satisfied that reports on such matters as Risk Management, Value for Money and Corporate Governance have provided it with sufficient evidence to enable the Committee to endorse the draft “Statement of Internal Control”.

4. That the Financial Statements show a decrease in income of just over 5% (£132,361k to £125,164k) with similar reduction in expenditure (from £121,001k to £114,953k) resulting in a decreased surplus (from £11,360k to £10,211k).

It was AGREED:

5.To approve the draft Letter of Representation

6. To endorse the Operating and Financial Review included in the Governors’ Report and Financial Statement 2012-2013.

7. To approve the draft Statement of Internal Control.

8. To endorse the draft Financial Statements relating to 2012-2013.

UT 2718 FINANCIAL FORECASTS 2012-2013

It was NOTED:

1.  That it is a mandatory requirement of the Financial Memorandum with the HEFCE, that all institutions in receipt of funding from the Council, submit an annual financial forecast.

2.  That the Financial Forecasts for the period 2013-2014 will need to be submitted to the HEFCE by 2 December 2013.


It was AGREED:

3.  To endorse the draft Financial Forecasts to 31 July 2014 as based on reasonable assumptions on which the University expects to operate.